Donal O'Connor
PERRIGO CoAbout Donal O’Connor
Independent director of Perrigo Company plc since 2014; age 74. Chair of the Audit Committee and designated Audit Committee Financial Expert, with extensive financial management, accounting, and auditing experience including prior senior leadership at PwC Ireland, service on the PwC Global Board and the Irish Auditing and Accounting Supervisory Board. Currently Chairman of Huttonread and Chairman of Glaco Steel Ltd. Background includes public-company directorships and committee leadership in life sciences and healthcare. Independence affirmed by the Board’s annual review.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PwC Ireland | Territory Senior Partner; chaired PwC Eurofirms Board; member, PwC Global Board | Prior roles (years not specified) | Led major audit practice; governance experience; regulator interface |
| Irish Auditing and Accounting Supervisory Board | Member | Prior role | Regulatory oversight; audit quality and standards |
| Huttonread | Chairman | 2011 – Present | Private company leadership; governance |
| Glaco Steel Ltd | Chairman | 2010 – Present | Chair of Ireland’s leading steel galvanizing company; governance |
External Roles
| Company | Exchange/Ticker | Role | Committees | Tenure |
|---|---|---|---|---|
| Theravance Biopharma Inc. | NASDAQ: TBPH | Director | Audit; Compensation | 2015 – Present |
| Malin Corporation plc | ISE: MLC | Director | Not disclosed | 2017 – 2018 |
| Elan Corporation plc | (pre-acquisition) | Director | Not disclosed | 2008 – 2013 (prior to Perrigo’s acquisition of Elan) |
Board Governance
- Committee assignments: Audit Committee Chair; members include Adriana Karaboutis, Albert Manzone, Geoffrey M. Parker, Jonas Samuelson; AC met 8 times in 2024. O’Connor is designated an Audit Committee Financial Expert.
- Independence: PRGO Board determined 10 of 11 nominees, including O’Connor, are independent under NYSE standards and with no material relationships impairing independence.
- Attendance and engagement: Board met 7 times in 2024; there were 18 formal committee meetings; each director attended at least 75% of Board and committee meetings they served; all directors attended the 2024 AGM.
- Governance practices: Separate independent Chair; regular executive sessions of independent directors; robust stock ownership guidelines; anti-hedging and anti-pledging policies; Board-level risk oversight with Audit Committee leading financial risk and ERM framework.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Director Annual Cash Retainer | $75,000 | Standard schedule for non-employee directors |
| Audit Committee Chair Retainer | $25,000 | Chair retainer (in lieu of member retainer) |
| 2024 Fees Earned (O’Connor) | $102,701 | Actual cash paid for 2024 |
| Equity – Annual RSU Grant (non-Chair) | $300,000 | Service-based RSUs; intended to link majority of director pay to shareholder interests |
| 2024 RSU Grant Size (O’Connor) | 9,904 RSUs | Granted May 14, 2024; fair value $30.29 per share; vests one year from grant |
Performance Compensation
| Equity Award Type | Grant Date | Shares/Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Service-based RSUs (Director annual grant) | May 14, 2024 | 9,904 RSUs; $299,992 | One year from grant date | None (service-based only) |
| Program design | — | $300,000 typical (Chair $375,000) | Annual grants to directors | Designed to align director pay with shareholder interests; no options or PSUs for directors |
Note: Perrigo’s director equity is service-based; PRGO prohibits hedging and pledging of Company stock by directors.
Other Directorships & Interlocks
| Relationship | Details | Potential Interlock/Conflict Consideration |
|---|---|---|
| Former Director, Elan Corporation plc | Served 2008–2013 prior to Perrigo’s acquisition of Elan | Historical exposure to Perrigo via Elan; no related-party transactions disclosed under current policy |
| Current Director, Theravance Biopharma | Audit and Compensation committees | Sector overlap in healthcare; no disclosed PRGO transactions indicating conflicts |
| Former Director, Malin Corporation plc | 2017–2018 | No PRGO-related transactions disclosed |
Expertise & Qualifications
- Audit Committee Financial Expert designation under SEC rules (attributes via education and work experience).
- Deep audit, accounting, and regulatory experience; government and regulator interactions; senior leadership at PwC.
Equity Ownership
| Holder | Ordinary Shares Owned | Shares Acquirable within 60 Days | Total Beneficial Ownership | Percent of Class |
|---|---|---|---|---|
| Donal O’Connor | 26,685 (incl. 1,198 in a retirement fund) | 9,904 | 36,589 | <1% |
- Director stock ownership guideline: 6x annual cash retainer; all non-employee directors are in compliance with guidelines or retention requirements.
- Anti-hedging/anti-pledging: Directors prohibited from hedging/pledging; cannot hold PRGO securities in margin accounts.
Governance Assessment
- Strengths: Independent Audit Chair with financial expert credential; strong audit/regulatory background; clear independence; anti-hedging/anti-pledging policies; no related-party transactions requiring disclosure; robust director ownership guidelines and compliance.
- Engagement: Board and committee attendance thresholds met; AC activity (8 meetings) consistent with active oversight; all directors attended AGM.
- Compensation alignment: Director pay balanced between modest cash retainer and majority equity via service RSUs; O’Connor’s 2024 mix: $102,701 cash, $299,992 equity.
- Potential risks/RED FLAGS:
- Board tenure/refreshment: O’Connor’s long service (since 2014) warrants ongoing refreshment scrutiny; PRGO disclosed multiple recent board additions in 2023–2025 and average non-employee director tenure ~5 years, mitigating entrenchment concerns.
- Historical Elan tie: Prior Elan directorship before Perrigo’s acquisition; however, PRGO reports no related-party transactions requiring disclosure, lowering current conflict risk.
Overall signal: Audit Chair with strong financial oversight credentials and policy guardrails; compensation and ownership structures align with investor interests; no disclosed conflicts or hedging/pledging. Governance quality appears supportive of investor confidence.